Exhibit 10.46

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

      Agreement  made this 28th day of April,  2004,  by and  between  MARY WEST
YOUNG, an individual residing at 2175 Wyndtree Lane, Malvern, Pennsylvania 19355
("Young"), and USA TECHNOLOGIES,  INC., a Pennsylvania corporation ("USA"), with
a place of business at 100  Deerfield  Lane,  Suite 140,  Malvern,  Pennsylvania
19355.

                                   BACKGROUND

      USA  desires  to engage  Young and Young  desires  to be engaged by USA as
Chief Financial  Officer of USA. Because of, among other matters,  the decreased
value of the business of USA that will result if Young would compete with USA or
use or divulge certain confidential  information,  Young has further agreed that
she will be  subject  to  certain  restrictions  during  and  after her being an
employee of USA.

                                    AGREEMENT

      NOW,  THEREFORE,  in consideration of the covenants set forth herein,  and
intending to be legally bound hereby, the parties agree as follows:

      SECTION 1. EMPLOYMENT.

            (a) USA  shall  employ  Young  for a period  commencing  on the date
hereof and  continuing  through April 30, 2005 (the  "Employment  Period"),  and
Young hereby  accepts  such  employment.  Commencing  on and after May 17, 2004,
Young shall be the Chief Financial  Officer of USA. Unless  terminated by either
party  hereto  upon  at  least  30-days  notice  prior  to end  of the  original
Employment  Period  ending April 30,  2005,  or prior to the end of any one year
extension  of  the  Employment  Period,  the  Employment  Period  shall  not  be
terminated  and  shall  automatically  continue  in full  force and  effect  for
consecutive one year periods.

<PAGE>

            (b) During the Employment Period,  Young shall devote her full time,
energy,  skills,  and attention to the business of USA, and shall not be engaged
or  employed  in any other  business  activity  whatsoever,  whether or not such
activity is pursued for gain,  profit or other pecuniary  advantage.  During the
Employment  Period,  Young shall perform and discharge well and faithfully  such
executive  management  duties for USA as shall be necessary and as otherwise may
be directed by the President or Board of Directors of USA.

      SECTION 2. COMPENSATION AND BENEFITS

            (a) In  consideration  of her  services  rendered,  USA shall pay to
Young a base salary of $165,000 per year during the Employment  Period,  subject
to any  withholding  required by law.  Young's base salary may be increased from
time to time in the discretion of the Board of Directors.

            (b) In addition to the base salary provided for in subparagraph (a),
Young  shall be  eligible  to  receive  such  bonus or  bonuses  as the Board of
Directors of USA may, in their discretion, pay to Young from time to time, in an
amount per year of up to  thirty-five  percent  (35%) of her annual base salary,
based upon the performance of USA and/or Young.

            (c)  Young  shall  be  entitled  to be  reimbursed  by USA  for  all
reasonable  expenses  reasonably  incurred  by  Young  in  connection  with  her
employment duties  hereunder.  Such expenses shall include but not be limited to
all reasonable  business  travel  expenses such as tolls,  gasoline and mileage.
Young shall reasonably document all requests for expense reimbursements.


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<PAGE>

            (d) At the commencement of the Employment  Period, USA shall deliver
to Young a payroll  check in the net  amount of  $30,000,  already  reduced  for
applicable  withholding taxes such as FICA, medicare,  and state tax (other than
for federal  income  taxes).  The funds shall be used by Young to subscribe  for
200,000  shares of restricted  Common Stock of USA ("Common  Stock") at $.15 per
share as part of the pending 2004-A private placement  offering.  As provided in
the subscription  agreement for the 2004-A offering,  USA shall prepare and file
(expected to be on or before June 30, 2004) a  registration  statement  covering
the resale of the shares under the Securities Act of 1933, as amended ("Act").

            (e) At the commencement of the Employment Period, USA shall issue to
Young  nonvested  options to acquire up to 300,000 shares of Common Stock for an
exercise price of $.30 per share.  The vesting  schedule of such options as well
as all the  other  terms and  conditions  thereof  are set  forth in the  Option
Certificate  evidencing  such options which will be delivered to Young by USA at
the commencement of the Employment  Period.  The form of such Option Certificate
is attached hereto as Exhibit "A".

      Young  acknowledges  that such options are not incentive  stock options as
such term is defined in Section 422 of the  Internal  Revenue  Code of 1986,  as
amended,  or part of an employee  stock  purchase plan as defined in Section 423
thereunder.  As a result, among other things, taxable income will be realized by
Young at the time of the exercise of any such options.


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<PAGE>

      Young also  acknowledges  that  neither the  options nor the Common  Stock
underlying  the options have been  registered  under the Act, or under any state
securities  laws,  and neither the options nor the Common Stock  underlying  the
options can be sold or transferred unless such options or Common Stock have been
registered  under the Act or such  state  securities  laws,  or  unless  USA has
received an opinion of counsel that such  registration  is not  required.  Young
understands  that except as provided  below,  USA has not agreed to register the
options or the  underlying  Common  Stock under the Act or any state  securities
laws.

      USA shall at its sole cost and  expense  use its best  efforts to register
under the Act the Common Stock  underlying the options for resale by Young for a
period of two years from the date of vesting of such option.

      SECTION 3.  TERMINATION.  Notwithstanding  anything else contained herein,
USA may terminate the  employment of Young at any time upon notice  delivered to
Young in the event that (i) Young  commits any  criminal or  fraudulent  act; or
(ii) Young  breaches  any term or condition  of this  Agreement;  or (iii) Young
willfully  abandons her duties  hereunder.  Upon such termination  neither party
hereto  shall  have any  further  duties or  obligations  hereunder  whatsoever;
provided,  however, that Young's obligations under Sections 5 and 6 hereof shall
survive any such termination.


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<PAGE>

      SECTION 4. DEATH AND DISABILITY.

            (a) If Young shall die during the Employment Period,  this Agreement
shall  terminate  as of the date of such death and except for any base salary or
bonuses  accrued as of such date USA shall have no further duties or obligations
hereunder whatsoever.

            (b) If USA determines in good faith that Young is  incapacitated  by
accident,  sickness or  otherwise  so as to render her  mentally  or  physically
incapable of performing the services  required of her hereunder for an aggregate
of ninety (90)  consecutive  days,  upon the expiration of such period or at any
time  thereafter,  by  action  of  USA,  Young's  employment  hereunder  may  be
terminated  immediately,  upon giving her notice to that  effect,  and upon such
termination  except  for any base  salary  or  bonuses  accrued  as of such date
neither  party hereto shall have any further  duties or  obligations  hereunder;
provided,  however, that Young's obligations under Sections 5 and 6 hereof shall
survive any such termination.  USA shall be entitled to rely upon the advice and
opinion  of any  physician  of its  choosing  in making any  determination  with
respect to any such disability.

      SECTION 5. BUSINESS SECRETS.

            (a) Except in connection with her duties hereunder, Young shall not,
directly or indirectly,  at any time from and after the date hereof, and whether
or not  the  Employment  Period  has  terminated,  or  whether  or  not  Young's
employment has terminated for any reason  whatsoever,  make any use of, exploit,
disclose,  or divulge to any other  person,  firm or  corporation,  any trade or
business secret, customer or supplier information,  documents,  know-how,  data,
marketing  information,  method or means,  or any other  confidential  (i.e. not
already  otherwise  disseminated  to or  available  to the  public)  information
concerning  the business or policies of USA,  that Young learned as a result of,
in connection with, through her employment with, or through her affiliation with
USA, whether or not pursuant to this Agreement.


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<PAGE>

            (b) From and after the date hereof,  except in  connection  with her
duties hereunder, and for a one (1) year period following the termination of the
Employment  Period,  or for a one (1) year period  following the  termination of
Young's  employment  hereunder if earlier,  Young shall not  solicit,  or divert
business  from,  or serve,  or sell to, any  customer or account of USA of which
Young is or becomes  aware,  or with which Young has had  personal  contact as a
result of, in  connection  with,  through her  employment  with,  or through her
affiliation with USA, whether or not pursuant to this Agreement.

            (c) All  documents,  data,  know-how,  designs,  inventions,  names,
marketing information,  method or means, materials, software programs, hardware,
configurations,  information, data processing reports, lists and sales analyses,
price lists or information, or any other materials or data of any kind furnished
to Young by USA, or developed by Young on behalf of USA or at USA's direction or
for USA's  use,  or  otherwise  devised,  developed,  created,  or  invented  in
connection with Young's  employment  hereunder or her affiliation  with USA, are
and shall remain the sole and exclusive property of USA, and Young shall have no
right or interest whatsoever thereto, including but not limited to any copyright
or patent  interest  whatsoever.  If USA  requests  the return of any such items
(including all copies) at any time whatsoever,  Young shall immediately  deliver
the same to USA.


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<PAGE>

      SECTION 6. RESTRICTIVE COVENANT. From and after the date hereof, and for a
one (1) year period following the termination of the Employment Period, or for a
one (1) year period following the termination of Young's employment hereunder if
earlier,  Young shall be prohibited from competing in the United States with the
business of USA as  presently or as  hereinafter  conducted,  including  but not
limited to the ownership and licensing of credit card activated  control systems
in the vending,  copying,  debit card, or personal computer industries.  For the
purposes hereof, the term "competing" shall mean acting, directly or indirectly,
as a partner, principal,  stockholder,  joint venturer,  associate,  independent
contractor,  creditor of, consultant, trustee, lessor to, sublessor to, employee
or  agent  of,  or to  have  any  other  involvement  with,  any  person,  firm,
corporation,  or other business  organization which is engaged in the businesses
described in this Section.

      SECTION  7.  REMEDIES.  Young  acknowledges  that any breach by her of the
obligations  set  forth  in  Sections  5 or 6  hereof  would  substantially  and
materially  impair and irreparably  harm USA's business and goodwill;  that such
impairment  and harm  would be  difficult  to  measure;  and,  therefore,  total
compensation in solely monetary terms would be inadequate.  Consequently,  Young
agrees that in the event of any breach or any threatened  breach by Young of any
of the provisions of Section 5 or 6 hereof, USA shall be entitled in addition to
monetary damages or other remedies,  to equitable relief,  including  injunctive
relief, and to the payment by Young of all costs and expenses incurred by USA in
enforcing  the  provisions  thereof,  including  attorneys'  fees.  The remedies
granted to USA in this  Agreement are cumulative and are in addition to remedies
otherwise available to USA at law or in equity.


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<PAGE>

      SECTION  8.  WAIVER  OF  BREACH.  The  waiver  by USA of a  breach  of any
provision  of this  Agreement  by Young shall not operate or be  construed  as a
waiver  of any  other  or  subsequent  breach  by  Young  of such  or any  other
provision.

      SECTION 9. NOTICES.  All notices required or permitted  hereunder shall be
in writing and shall be sent by certified or  registered  mail,  return  receipt
requested, postage prepaid, as follows:

                  To USA:

                           USA Technologies, Inc.
                           100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
                           Attn:  George R. Jensen, Jr., Chairman

                  To Young:

                           Ms. Mary West Young
                           2175 Wyndtree Lane
                           Malvern, Pennsylvania 19355

or to such other address as either of them may designate in a written notice
served upon the other party in the manner provided herein. All notices required
or permitted hereunder shall be deemed duly given and received on the second day
next succeeding the date of mailing.


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<PAGE>

      SECTION 10.  SEVERABILITY.  If any term or provision of this  Agreement or
the application thereof to any person or circumstances  shall, to any extent, be
invalid or unenforceable,  the remainder of this Agreement or the application of
any such term or  provision to persons or  circumstances  other than those as to
which it is held invalid or unenforceable,  shall not be affected  thereby,  and
each term and provision of this Agreement  shall be valid and enforceable to the
fullest  extent  permitted  by law. If any of the  provisions  contained in this
Agreement  shall for any reason be held to be excessively  broad as to duration,
scope,  activity or subject,  it shall be construed by limiting and reducing it,
so as to be valid and  enforceable to the extent  compatible with the applicable
law.

      SECTION 11. GOVERNING LAW. The  implementation  and interpretation of this
Agreement  shall be governed by and enforced in accordance  with the laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws rules.

      SECTION 12. BINDING EFFECT AND  ASSIGNABILITY.  The rights and obligations
of both parties under this Agreement  shall inure to the benefit of and shall be
binding upon their personal representatives, heirs, successors and assigns. This
Agreement, or any part thereof, may not be assigned by Young.


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<PAGE>

      SECTION  13.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire
agreement  with respect to the subject  matter hereof between the parties hereto
and except as provided herein there are no other agreements  between the parties
relating to the subject matter hereof. This Agreement may only be modified by an
agreement in writing executed by both USA and Young.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                        USA TECHNOLOGIES, INC.


                                       By: /s/ George R. Jensen
                                           -------------------------------------
                                           George R. Jensen, Jr., Chairman
                                           and Chief Executive Officer


                                           /s/ Mary West Young
                                           -------------------------------------
                                           MARY WEST YOUNG


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